Batliboi Ltd — Capital/Financing Update 2023

Aug 19, 2023

Batliboi Ltd.

BSE Limited

Department of Corporate Services l” Floor, New Trading Ring Rotunda Building, P J Towers Dalai Street, Fort, Mumbai 400001

Legal & Secretarial Depanment Regd. & Corporate Office : Bharat House, 5th Floor, 104, Bombay Samachar Marg, Fort, Mumbai - 400 001. India

Phone : +91 (22) 6637 8200 Fax +91 (22) 2267 5601 E-mail; legal@batlibol.com Web. : www.batliboi.com CIN L52320MH1941PLC003494

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BATLIBOI
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Security Code: 522004 Symbol: BATLIBOI

lO'" August, 2023

Dear Sirs,

Sub: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, we wish to inform you that the Board of Directors of Batliboi Limited ("Batliboi" or "Company") at its meeting held today, has accorded its approval to the draft Scheme of Amalgamation, the details of which are provided in the Annexure I hereto.

The draft Scheme of Amalgamation as above will be subject to the regulatory and other approvals, if any and to the extent required.

Katalyst Advisors Private Limited acted as structuring advisors from a tax and regulatory perspective in relation to the proposed Scheme of Amalgamation.

The Meeting commenced at 02:00 P.M. and concluded at IQ P.M.

We request you to disseminate the above information on your website.

Thanking You,

Yours faithfully.

For Batliboi Limited-^

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1: '(MUMBAI),
VO-u. J'
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Pooja Sawant Company Secretary ^Smpliance Officer Membership No. 35790

BATLIBOl

Annexure I

	Brief details of the Composite Scheme of Arrange	Brief details of the Composite Scheme of Arrange	Brief details of the Composite Scheme of Arrange
			ment
a)	forming °^part^	or^'the '^tlib'^^F Amalgamation provides for the merger of
	-r. -r s™		or "Transferee
			Brief Details of the Net Worth, total 31* March, 2023 are set out below: assets, and total income as on
			Amount (Rs. in crore) _ Total Assets "67.73 Particulars Net worth Total Income 136.54 BEEL 9.55
			"Mi.gg Batliboi 126.78 199.90
b}	Whether the transaction would fall under Related Party Transaction? If whether the same is done at arms' length? yes.		", !hT Circular No. 30/2014 dated 17*'' July 2014" ssued fay Minrstry of Corporate Affairs (the "MCA Circular) the ama eamT ^""‘7 ‘=°^Pronnises, arrangements and attract t^rr' “ Companies Act, 2013 (the "Act"), willnot attract the requirements of Section 188 of the Act.
c)	Areas of business of entities	the	BEEL - . ®"gaged m the business of design, selection, engineering fabrication, supply, installation, and commissioning of air pollution control equipment and systems for a variety of industrialand municipal applications. 'ousinai and
			Batliboi engaged in the business of Machine Engineering, and Textile Machinery, Tools, Air
d) Rationale for the Scheme			^onaie tor Part C of the -^heme which de^ir;;^iinh^
			amalgamation of (by way of merger of Transferor Company whh and into Transferee Company
			• Economies of scale will play a bigger role as the
			consolidated entity's operational efficiency will increase,
			which will in turn allow the merged entity to compete
			on a larger scale in the industry, thus benefiting the merged
			entity and the shareholders;
			• Rationalization of operations with a operational efficiency and resources; greater degree of optimum utilization of

BATLIBOt

• The combined net worth of both entities will enable the merged entity to tap into new business opportunities thereby unlocking growth opportunities for the merged entity; • It would result in the consolidation of business activities and will facilitate effective management of investment and synergies in operations; Being a part of the same management, this amalgamation would facilitate the simplification of group structures and reducing administrative redundancies; • Reduction in multiplicity of legal and regulatory compliances, reduction in overheads, including administrative, managerial and other - costs amongst all; and • Consolidation and simplification of the group structure and reduction of administrative costs at the group level. Accordingly, the Board of Directors of the Transferor Company and the Transferee Company have formulated j ^ . this Scheme to undertake various steps as envisaged in this Scheme pursuant to the provisions of Sections 230-232 of the Companies Act, 2013 (including any statutory modification or re-enactment or amendment thereof). There is no likelihood that the interests of , any shareholder or creditors of any of the Transferor Company or the Transferee Company would be prejudiced as a result of the Scheme The Scheme does not affect the rights of the creditors of the Transferor Company or the Transferee Company. There will not be reduction in amounts payable to the creditors of the any Transferor Company or the Transferee Company, nor there shall be change in terms with creditors which are adverse to their interest.any pursuant to the sanctioning of this Scheme. e) Brief details of the division Not Applicable to be demerged f) Turnover of the demerged Not Applicable division and as a percentage to the total turnover of the listed entity in the immediately preceding financial year/ based on financials of the last financial year.

BATLIBOl

g) In case of cash • Upon coming into effect of the Scheme and in consideration consideration amount or for amalgamation of the Transferor Company with and into

otherwise share exchange the Transferee Company, the Transferee Company shall, without ratio any further application or deed and without any further payment, issue and allot 7% optionally convertible redeemable preference shares ('OCRS') to equity shareholders of the Transferor Company (whose names appear in the register of members as on the Record Date) in the following manner: y (Nine) fully paid-up 7% Optionally Convertible Preference Shares of INR10 (Ten) each of the Transferee Company shall be i^ued and allotted for every one fully paid-up equity share of INR 10 held in the Transferor Company” • Upon coming into effect of the Scheme and in consideration for amalgamation of the Transferor Company with and into the Transferee Company, the Transferee Company shall, without any further application or deed and without any further payment, issue and allot 8% Non-Cumulative, Non-Convertible Redeemable Preference Shares ('RPS') to preference shareholders of the Transferor Company (whose names appear in the register of members as on the Record Date) in the following manner 1 (One) fully paid-up 8% Non-Cumulative, Non-Convertible Redeemable Preference Shares of INR 100 (Hundred) each of the Transferee Company shall be issued and allotted for every one fully paid-up 8% Non-Cumulative, Non-Convertible Redeemable Preference Shares of INR 100 held in the Transferor Company”.

h) Brief details of change in Refer^Annexure A' shareholding listed entity

BATLIBOl

Annexure A: Change tn shareholding of Batliboi Limited nn 30*" June

I. Equfty Shareholding Pattern

		Pre		Post
Shareholding pattern
		No. of Shares	%of	No. of Shares	% of holding
			holding
Promoter Promoter group	and	2,15,10,567	74.28	2,15,10,567	74.28
Public		74,48,647	25.72	74,48,647	25.72
TOTAL		2,89,59,214	lOOK	2,89,59,214	100%

II. 5% Non-Cumulative Redeemable Preference Shares Pattern

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Pre
Post
Shareholding pattern
No. of Shares %of No. of Shares % of holding
holding
Promoter and 6,92,480 100 6,92,480 100
Promoter group
Public Nil
Nil
TOTAL 6,92,480 100% 6,92,480 100%
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III. 7% Optionally convertible Redeemable Preference Shares (OCPS) Pattern

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Pre
Post
Shareholding pattern
No. of Shares
%of No. of Shares
% of holding
holding
Promoter and NIL
12,68,19,540 100
Promoter group
Public NIL
90 0.00
TOTAL NIL
12,68,19,630 100%
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BATLIBOl

IV. 8% Non-Cumulative, Non-Convertible Redeemable Preference Shares (RPS) Pattern

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Pre Post
Shareholding pattern
No. of Shares %of No. of Shares % of holding
holding
Promoter and NIL 2,70,000 100
Promoter group
Public NIL Nil
TOTAL NIL 2,70,000 100%
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